0000940400-11-000460.txt : 20111128
0000940400-11-000460.hdr.sgml : 20111128
20111128162727
ACCESSION NUMBER: 0000940400-11-000460
CONFORMED SUBMISSION TYPE: NSAR-A
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20110930
FILED AS OF DATE: 20111128
DATE AS OF CHANGE: 20111128
EFFECTIVENESS DATE: 20111128
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: PNC Absolute Return TEDI Fund LLC
CENTRAL INDEX KEY: 0001339210
IRS NUMBER: 432097066
FILING VALUES:
FORM TYPE: NSAR-A
SEC ACT: 1940 Act
SEC FILE NUMBER: 811-21815
FILM NUMBER: 111228657
BUSINESS ADDRESS:
STREET 1: 2 HOPKINS PLAZA
STREET 2: 11TH FL.
CITY: BALTIMORE
STATE: MD
ZIP: 21201
BUSINESS PHONE: 800-239-0418
MAIL ADDRESS:
STREET 1: 2 HOPKINS PLAZA
STREET 2: 11TH FL.
CITY: BALTIMORE
STATE: MD
ZIP: 21201
FORMER COMPANY:
FORMER CONFORMED NAME: Mercantile Absolute Return Fund for Tax-Exempt/Deferred Investors (TEDI) LLC
DATE OF NAME CHANGE: 20050920
NSAR-A
1
parted.fil
PAGE 1
000 A000000 09/30/2011
000 C000000 0001339210
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 6.1
000 J000000 A
001 A000000 PNC ABSOLUTE RETURN TEDI FUND LLC
001 B000000 811-21815
001 C000000 8002390418
002 A000000 TWO HOPKINS PLAZA
002 B000000 BALTIMORE
002 C000000 MD
002 D010000 21201
003 000000 N
004 000000 Y
005 000000 N
006 000000 N
007 A000000 N
007 B000000 0
007 C010100 1
008 A000001 PNC CAPITAL ADVISORS, LLC
008 B000001 A
008 C000001 801-70684
008 D010001 BALTIMORE
008 D020001 MD
008 D030001 21201
010 A000001 PNC CAPITAL ADVISORS, LLC
010 B000001 801-70684
010 C010001 BALTIMORE
010 C020001 MD
010 C030001 21201
010 A000002 BNY Mellon Investment Servicing (US) Inc.
010 B000002 00-0000
010 C010002 Wilmington
010 C020002 DE
010 C030002 19809
011 A000001 PNC FUND DISTRIBUTOR, LLC
011 B000001 8-66389
011 C010001 PORTLAND
011 C020001 ME
011 C030001 04101
012 A000001 BNY Mellon Investment Servicing (US) Inc.
012 B000001 84-01761
012 C010001 WILMINGTON
012 C020001 DE
012 C030001 19809
013 A000001 DELOITTE & TOUCHE LLP
013 B010001 CHICAGO
PAGE 2
013 B020001 IL
013 B030001 60606
015 A000001 BNY MELLON INVESTMENT SERVICING TRUST COMPANY
015 B000001 C
015 C010001 Wilmington
015 C020001 DE
015 C030001 19809
015 E060001 X
018 000000 N
019 A000000 Y
019 B000000 9
019 C000000 PNCALTFUND
021 000000 0
023 C000000 0
023 D000000 0
024 000000 N
026 A000000 N
026 B000000 N
026 C000000 N
026 D000000 N
026 E000000 N
026 F000000 N
026 G010000 N
026 G020000 N
026 H000000 N
027 000000 N
028 A010000 0
028 A020000 0
028 A030000 0
028 A040000 0
028 B010000 0
028 B020000 0
028 B030000 0
028 B040000 0
028 C010000 0
028 C020000 0
028 C030000 0
028 C040000 0
028 D010000 0
028 D020000 0
028 D030000 0
028 D040000 0
028 E010000 0
028 E020000 0
028 E030000 0
028 E040000 0
028 F010000 0
028 F020000 0
028 F030000 0
028 F040000 0
028 G010000 0
PAGE 3
028 G020000 0
028 G030000 0
028 G040000 0
028 H000000 0
030 A000000 0
030 B000000 0.00
030 C000000 0.00
031 A000000 0
031 B000000 0
032 000000 0
033 000000 0
035 000000 0
036 B000000 0
038 000000 0
042 A000000 0
042 B000000 0
042 C000000 0
042 D000000 0
042 E000000 0
042 F000000 0
042 G000000 0
042 H000000 0
043 000000 0
044 000000 0
045 000000 Y
046 000000 N
047 000000 Y
048 000000 1.250
048 A010000 0
048 A020000 0.000
048 B010000 0
048 B020000 0.000
048 C010000 0
048 C020000 0.000
048 D010000 0
048 D020000 0.000
048 E010000 0
048 E020000 0.000
048 F010000 0
048 F020000 0.000
048 G010000 0
048 G020000 0.000
048 H010000 0
048 H020000 0.000
048 I010000 0
048 I020000 0.000
048 J010000 0
048 J020000 0.000
048 K010000 0
048 K020000 0.000
049 000000 N
PAGE 4
050 000000 N
051 000000 N
052 000000 N
053 A000000 Y
053 B000000 Y
053 C000000 N
054 A000000 Y
054 B000000 Y
054 C000000 N
054 D000000 N
054 E000000 N
054 F000000 N
054 G000000 Y
054 H000000 N
054 I000000 N
054 J000000 Y
054 K000000 N
054 L000000 N
054 M000000 Y
054 N000000 N
054 O000000 Y
055 A000000 N
055 B000000 N
056 000000 Y
057 000000 N
058 A000000 N
059 000000 Y
060 A000000 N
060 B000000 N
061 000000 75000
062 A000000 N
062 B000000 0.0
062 C000000 0.0
062 D000000 0.0
062 E000000 0.0
062 F000000 0.0
062 G000000 0.0
062 H000000 0.0
062 I000000 0.0
062 J000000 0.0
062 K000000 0.0
062 L000000 0.0
062 M000000 0.0
062 N000000 0.0
062 O000000 0.0
062 P000000 0.0
062 Q000000 0.0
062 R000000 0.0
063 A000000 0
063 B000000 0.0
066 A000000 N
PAGE 5
067 000000 N
068 A000000 N
068 B000000 N
069 000000 N
070 A010000 N
070 A020000 N
070 B010000 N
070 B020000 N
070 C010000 N
070 C020000 N
070 D010000 N
070 D020000 N
070 E010000 N
070 E020000 N
070 F010000 N
070 F020000 N
070 G010000 N
070 G020000 N
070 H010000 N
070 H020000 N
070 I010000 N
070 I020000 N
070 J010000 N
070 J020000 N
070 K010000 Y
070 K020000 Y
070 L010000 N
070 L020000 N
070 M010000 N
070 M020000 N
070 N010000 N
070 N020000 N
070 O010000 Y
070 O020000 N
070 P010000 Y
070 P020000 N
070 Q010000 N
070 Q020000 N
070 R010000 N
070 R020000 N
071 A000000 0
071 B000000 0
071 C000000 0
071 D000000 21
072 A000000 6
072 B000000 0
072 C000000 0
072 D000000 0
072 E000000 0
072 F000000 28
072 G000000 18
PAGE 6
072 H000000 0
072 I000000 0
072 J000000 1
072 K000000 0
072 L000000 19
072 M000000 10
072 N000000 3
072 O000000 22
072 P000000 0
072 Q000000 0
072 R000000 9
072 S000000 24
072 T000000 0
072 U000000 0
072 V000000 0
072 W000000 12
072 X000000 146
072 Y000000 84
072 Z000000 -62
072AA000000 113
072BB000000 0
072CC010000 0
072CC020000 162
072DD010000 0
072DD020000 0
072EE000000 0
073 A010000 0.0000
073 A020000 0.0000
073 B000000 0.0000
073 C000000 0.0000
074 A000000 0
074 B000000 0
074 C000000 0
074 D000000 0
074 E000000 0
074 F000000 0
074 G000000 0
074 H000000 0
074 I000000 2
074 J000000 0
074 K000000 89
074 L000000 0
074 M000000 4369
074 N000000 4460
074 O000000 0
074 P000000 5
074 Q000000 0
074 R010000 0
074 R020000 0
074 R030000 0
074 R040000 91
PAGE 7
074 S000000 0
074 T000000 4364
074 U010000 0
074 U020000 0
074 V010000 0.00
074 V020000 0.00
074 W000000 0.0000
074 X000000 10
074 Y000000 0
075 A000000 0
075 B000000 4455
076 000000 0.00
077 A000000 Y
077 B000000 N
077 C000000 N
077 D000000 N
077 E000000 N
077 F000000 N
077 G000000 N
077 H000000 N
077 I000000 N
077 J000000 N
077 K000000 N
077 L000000 N
077 M000000 N
077 N000000 N
077 O000000 N
077 P000000 N
077 Q010000 Y
077 Q020000 N
077 Q030000 N
078 000000 N
080 C000000 0
081 B000000 0
082 B000000 0
083 B000000 0
084 B000000 0
086 A010000 0
086 A020000 1008
086 B010000 0
086 B020000 0
086 C010000 0
086 C020000 0
086 D010000 0
086 D020000 0
086 E010000 0
086 E020000 0
086 F010000 0
086 F020000 0
088 A000000 N
088 B000000 N
PAGE 8
088 C000000 N
088 D000000 N
SIGNATURE JOHN F. KERNAN
TITLE TREASURER
EX-99.77Q1 OTHR EXHB
2
parted77q1.txt
AGREEMENT
AND
PLAN OF LIQUIDATION
FOR
PNC ABSOLUTE RETURN TEDI FUND LLC
This agreement and plan of liquidation, dated as of
October 4, 2011 (the "Effective Date"), is entered into by and
between PNC Absolute Return TEDI Fund LLC (the "Fund") and PNC
Capital Advisors, LLC, the Fund's investment adviser (the
"Adviser") (together, the "Agreement").
WITNESS
WHEREAS, the Fund is a limited liability company
formed under the Delaware Limited Liability Company Act (the
"Delaware Act") pursuant to a Certificate of Formation dated
and filed with the Secretary of State of Delaware on August 4,
2005;
WHEREAS, the Fund is registered with the Securities
and Exchange Commission (the "SEC") under the Investment
Company Act of 1940, as amended (the "1940 Act"), as a non-
diversified, closed-end management investment company;
WHEREAS, the Fund invests substantially all of its
investable assets in PNC Absolute Return Cayman Fund LDC (the
"Offshore Fund"), a Cayman Islands limited duration company
with the same investment objective as the Fund. The Offshore
Fund in turn invests substantially all of its investable
assets, through its investment in PNC Absolute Return Master
Fund LLC, a Delaware limited liability company with the same
investment objective as the Fund and the Offshore Fund, in a
diversified portfolio of investment vehicles, typically
referred to as hedge funds ("Investment Funds");
WHEREAS, after giving consideration to the
recommendation of Adviser and available alternatives, the
Board of the Fund (the "Board") has determined that it is in
the best interests of the Fund and its members ("Members") to
dissolve the Fund and to liquidate the assets of the Fund in
accordance with Sections 6.1 and 6.2, respectively, of the
Fund's Limited Liability Company Agreement dated as of August
4, 2005 (the "LLC Agreement");
WHEREAS, pursuant to Section 6.2(a) of the LLC
Agreement, the Board is permitted to appoint a liquidator for
the Fund (the "Liquidator") to liquidate the Fund's assets and
to effect the dissolution of the Fund; and
WHEREAS, the Board desires to appoint Adviser to
serve as the Liquidator, and Adviser is willing to serve in
such capacity, pursuant to the terms of this Agreement.
NOW THEREFORE, the Fund shall be liquidated and
dissolved in accordance with the following terms and
conditions and the parties hereto hereby agree as follows:
1. Adviser hereby is appointed the Liquidator and
accepts such appointment. The Liquidator hereby is delegated
the authority to take all actions necessary or appropriate to
wind up the affairs of the Fund and to distribute the assets
of the Fund to Members in accordance with the LLC Agreement,
Section 18-803(b) of the Delaware Act, this Agreement and the
Implementation Report (defined in Section 4 below). In
addition, the Liquidator hereby is designated as an authorized
person within the meaning of the Delaware Act to execute and
to cause to be filed in the Office of the Secretary of State
of the State of Delaware a Certificate of Cancellation of
Certificate of Formation of the Fund in such form as the
Liquidator shall deem appropriate and to take all such other
actions on behalf of the Fund as the Liquidator may deem to be
necessary and appropriate to effect the liquidation and
dissolution of the Fund, including but not limited to making,
executing, delivering, filing and recording any and all
instruments, papers and documents which shall be or become
necessary, proper or convenient to carry out or put into
effect any of the provisions of this Agreement and causing the
Fund to pay all fees and expenses incurred in connection with
the liquidation and dissolution of the Fund as provided
herein.
2. Subject to Section 4 below, the Liquidator shall
seek to liquidate the Fund's direct or indirect interests in
(or shares of) Investment Funds, to reduce any other assets of
the Fund to cash or cash equivalents, and to cause to be paid
by the Fund all known liabilities of the Fund, including all
charges, taxes and expenses of the Fund, whether due or
accrued or anticipated, as may be determined by the
Liquidator. In seeking to liquidate the Fund's assets, the
Liquidator shall have the discretion and authority to
determine the timing of any sales, liquidations or withdrawals
of Fund assets, taking into account various factors determined
relevant by the Liquidator, including without limitation any
applicable redemption fees, the period of time before the
assets may be withdrawn under the terms of the Investment
Funds' organizational documents, the sale price which the
Liquidator may be able to obtain by selling such assets in the
secondary market and the effect, if any, of a sale on the tax
status of the Fund as a partnership under the Internal Revenue
Code of 1986, as amended (the "Code"). The Liquidator is
specifically authorized to sell assets in the secondary
market, including at a discount to their net asset value if
the Liquidator determines that such a sale is appropriate, or
to incur redemption or other fees in connection with the
withdrawal or redemption of assets that it believes are
reasonable and necessary in order to liquidate the assets
pursuant to the Liquidator's mandate under this Agreement.
The proceeds of redemptions from the Investment Funds and
other uninvested cash may be invested in high quality money
market instruments or shares of a money market fund pending
the use of such proceeds to satisfy any liabilities or to make
distributions to Members. For purposes of the investment
management agreement pursuant to which the Liquidator serves
as investment adviser of the Fund (the "Investment Management
Agreement"), the directions set forth herein for the
Liquidator to liquidate the Fund's interests in Investment
Funds and reduce its assets to cash shall be deemed a policy
of the Fund adopted by the Board and a direction by the Fund
to the Liquidator and shall supersede anything to the contrary
set forth in the Investment Management Agreement.
3. The Fund shall make distributions of the Fund's
assets, at such times and in such amounts as the Liquidator
may reasonably determine consistent with the provisions of
Section 4 below, net of all of its liabilities, claims and
obligations (and any reserve therefor) to Members in
liquidation of their Fund Interests, such assets to be
distributed to Members in proportion to the relative number of
Fund Interests held by such persons, provided, however, that
the Liquidator shall first make cash payments to all Members
that are not affiliates of the Fund or the Liquidator ("Non-
Affiliated Members") in complete liquidation of the Non-
Affiliated Members' Interests. On the date of the final
distribution of the assets of the Fund (the "Final
Distribution Date"), all outstanding Fund Interests shall be
cancelled.
4. In exercising the authority and discretion
granted to them by this Agreement, the officers of the Fund
and the Liquidator shall consider and take into account the
goal of making distributions to Members as soon as reasonably
practicable, taking into account any fees or other charges
applicable to any redemption or liquidation of assets and the
price at which such assets may be sold in the secondary
market. On or before October 4, 2011, the Liquidator shall
provide a written report to the Board outlining the steps the
Liquidator will take to liquidate the Fund's assets consistent
with these considerations (the "Implementation Report") and
will review and discuss the Implementation Report with the
Board. The Implementation Report shall set forth: (a) the
dates as of which the Liquidator expects the Fund to withdraw
capital from (or withdraw shares of) the Investment Funds then
held (directly or indirectly); (b) an estimated schedule
showing the amounts and timing of distributions to Members to
be made by the Fund; and (c) the basis for these
determinations.
5. As of the Effective Date, the Fund shall engage
in no other business except to wind up its operations and
completely terminate.
6. As of the date of the first cash distribution to
Non-Affiliated Members pursuant to Section 3 of the Agreement,
the Fund shall have no further obligation to pay fees to
Adviser under the Investment Management Agreement.
7. In accordance with Section 18-804 of the
Delaware Act, the Liquidator shall use commercially reasonable
efforts, out of the assets of the Fund, to: (i) cause to be
paid all claims and obligations, including all contingent,
conditional or unmatured contractual claims, known to the
Fund; (ii) make such provision as will be reasonably likely to
provide compensation for any claim against the Fund which is
the subject of a pending action, suit or proceeding to which
the Fund is a party; and (iii) make such provision as will be
reasonably likely to be sufficient to provide compensation for
claims that have not been made known to the Fund or that have
not arisen but that, based on facts known to the Fund, are
likely to arise or to become known to the Fund within ten (10)
years after the date of dissolution. In the event that the
Liquidator shall pay any of the foregoing items out of its own
funds, the Liquidator shall be entitled to reimbursement from
the assets of the Fund (including from any amounts payable to
the Fund under any liability insurance policy maintained by
the Fund).
8. As soon as reasonably practicable after the date
of this Agreement, the Fund will cause to be sent to Members a
notice (the "Notice") informing them of the Board's
determination to liquidate and dissolve the Fund in accordance
with this Agreement.
9. Except as otherwise set forth in this Agreement,
the Fund shall pay all expenses of carrying out this
Agreement, including, but not limited to, the costs of
preparing and mailing the Notice to Members, and all costs
incidental to the liquidation of the assets of the Fund.
10. After the effective date of this Agreement and
at such time as the Liquidator shall determine it to be
appropriate, the Liquidator shall, on behalf of the Fund, seek
an order of the SEC pursuant to Section 8(f) of the 1940 Act
declaring that the Fund has ceased to be an investment
company. The Fund shall continue to comply with all
applicable provisions of the 1940 Act and the rules thereunder
(including but not limited to, required filings of Form N-PX,
Form N-Q, Form N-SAR and Form N-CSR) until such time as the
Fund has obtained such an order. The Liquidator will not
obtain an audit of the Fund's financial statements except as
required by applicable SEC rules.
11. As soon as reasonably practicable after the
Final Distribution Date, the Liquidator shall file a
Certificate of Cancellation in the office of the Secretary of
State of the State of Delaware; prepare and file any other
required regulatory reports and filings, and any amendments
thereto; and take such other actions as may be necessary or
proper to effect the termination and dissolution of the Fund.
12. Until the later of the Final Distribution Date,
the effectiveness of an order pursuant to Section 8(f) of the
1940 Act declaring that the Fund has ceased to be an
investment company or the effectiveness of the termination and
dissolution of the Fund, the Liquidator shall employ and
maintain, or shall enter into arrangements with one or more
parties (including any of its affiliates) to provide, such
personnel as may reasonably be necessary to effectively carry
out its responsibilities and obligations under this Agreement
and, subject to Section 2 of this Agreement, the Investment
Management Agreement.
13. The parties hereto agree that the Liquidator's
service as investment adviser to the Fund under the Investment
Management Agreement shall terminate on the Final Distribution
Date.
14. This Agreement shall constitute the entire
understanding between the parties hereto with respect to the
subject matter hereof, and may be amended only by a subsequent
writing signed by the parties hereto and approved by a
majority of the Board. No waiver of the terms hereof shall be
valid unless in writing signed by the waiving party and only
to the extent set forth herein. This Agreement shall be
binding upon, and shall inure to the benefit of, the parties
hereto and their respective successors and assigns. This
Agreement shall be governed by, and construed under, the laws
of the State of Delaware, all rights and remedies being
governed by said laws.
IN WITNESS WHEREOF, this Agreement has been duly executed
as of the date first above written.
PNC Absolute Return TEDI Fund LLC
By:
/s/ Jennifer E. Spratley
Name: Jennifer E. Spratley
Title: Vice President
PNC Capital Advisors, LLC
By:
/s/ Kevin A. McCreadie
Name: Kevin A. McCreadie
Title: President